PhysicsWallah Ltd’s founders have kept their initial public offering (IPO) valuation goal modest, only slightly above the edtech’s previous fundraise, to leave enough value on the table for incoming investors.
Private equity firm WestBridge Capital-backed edtech PhysicsWallah, which heads to the IPO street later this week, has set a price band of ₹103– ₹109 per share, targetting a valuation of around ₹31,170 crore ($3.7 billion) at the upper end—the same as its February private funding round, as reported by Mint, and higher than its last publicly disclosed valuation of $2.8 billion in September 2024.
The edtech has also trimmed the size of its offer for sale (OFS) to ₹380 crore from ₹720 crore earlier, with both founders—Alakh Pandey and Prateek Maheshwari—selling shares worth ₹190 crore each. Pandey and Maheshwari together still own about 80% of the company.
The IPO now comprises a fresh issue of ₹3,100 crore and a smaller secondary component, sufficient to meet the Securities and Exchange Board of India’s (Sebi) minimum dilution requirement.
“We have lowered our valuation ask significantly compared to what we were exploring earlier because we wanted to keep the pricing attractive,” said Maheshwari (also referred to as Prateek Boob in IPO filings). “Market feedback for our valuation ranged between ₹32,000 crore and ₹47,000 crore, and we decided to stay in a range that allows us to build a high-quality IPO investor book and ensure everyone benefits from the journey ahead.”
The move comes on the back of a broader trend among IPO-bound companies adjusting their offer size amid crowded market conditions and investor pushback on valuations.
The comfort capital
In a conversation with Mint, the founders shared that the IPO proceeds will work as comfort capital, with a large sum from previous raises still in its bank.
“IPO will give us comfort capital. We are large, almost ₹18,000 employees family. Unforeseen situations can happen, but sitting on a large treasury gives us stability and confidence to navigate them,” added Maheshwari.
Interestingly, in the public listing, none of the company investors are selling apart from Pandey and Maheshwari.
“Fundamentally, what makes this IPO different is that none of our investors are selling. This is the first internet IPO in India’s history where no private equity firm is exiting,” said Maheshwari. “The small secondary component we’re doing now, about ₹380 crore, is simply to meet Sebi’s minimum dilution requirement of a little over 10%.”
They each hold 1,051.2 million shares, translating into a 40.31% stake in the company. At the upper end of the price band, their individual holdings are valued at approximately $1.29 billion each.
Currently, WestBridge’s Hornbill Capital Partners and venture capital firm GSV Ventures along with others, collectively hold a minority stake of approximately 16%. Following the issue, promoter holding is expected to decrease moderately but remain above 70%.
With no investors selling, and the edtech content with it having a funding war chest, the founders said an early listing was more to build its brand and credibility. “Over the last two years, our revenue CAGR (compound annual growth rate) has been 97% and Ebitda CAGR around 90%. None of the consumer internet companies at the time of their listing had that kind of growth,” said Maheshwari.
“For a business-to-consumer company, an IPO is also a branding event…A listing brings a different level of trust and credibility, not just among parents, but also with the government and other stakeholders.”
For Pandey, the reason is more personal. “I feel we’ve built something beautiful. I’ve created something like this only once in my life, so I thought, why not list it? It puts us in the public eye, brings more discipline quarter after quarter, and that’s a good thing.”
Southern shores
Nearly ₹1,000 crore will be allocated towards leasing and setting up new centres, ₹710 crore for marketing initiatives, and approximately ₹200 crore for cloud and server infrastructure. It has also earmarked around 35% of the proceeds for inorganic growth and general corporate purposes.
More specifically, Pandey said the company plans to deploy its IPO proceeds on expanding into South Indian markets, school grades, and offline test prep.
“Our market penetration in South India is below 5%, so there’s a huge opportunity there,” he said. “We also see white spaces in building a strong brand around state board exams and in newer exam categories we entered in 2024—where we’re gaining traction but aren’t yet number one.”
Pandey also emphasized that affordability will remain central to PhysicsWallah’s identity. The company plans to further offer reduced pricing to penetrate segments like grades 6, 7, and 8, that has already seen over 150,000 students join, Pandey said.
To be sure, PhysicsWallah offers affordable-priced test-prep courses starting from ₹4,000.
“Around 45% of our categories are ones where we’re not the market leader. Even in the offline segment, our market share is just 7%, with 93% still with competitors,” said Pandey.
PhysicsWallah is also increasing its stake in key subsidiaries, Utkarsh Classes and Xylem Learning, for offline expansion.
Founded in 2020 by YouTuber-turned-entrepreneur Pandey and engineer Maheshwari, PhysicsWallah began as a YouTube channel offering affordable test-prep content to JEE and NEET aspirants. It has since evolved into a multi-format learning company spanning online, offline, and hybrid platforms.
As of June 2025, PhysicsWallah had over 98 million cumulative YouTube subscribers across its channels, one of the largest organic student communities in the country.
Its hybrid learning model, a mix of online lectures and in-person facilitation through Vidyapeeth and Pathshala centres, now covers over 130 locations nationwide, with plans to triple that count in the next three years.
The listing is being closely watched as it is the first major edtech IPO in years, arriving after a funding winter that saw many online learning companies downsize or delay expansion.
“The brand is viral, people are waiting, you will see a lot of buzz in the next 10 days,” said Pandey.
